EX-10.1








    Exhibit 10.1



 




    EXECUTION
    COPY



 




    FOURTH
    AMENDMENT



 



    FOURTH AMENDMENT, dated as of June 26, 2008 (this
    “Amendment”), to the Credit Agreement, dated as
    of March 30, 2007 (as previously amended and as further
    amended, supplemented or otherwise modified from time to time,
    the “Credit Agreement”), among Delek US
    Holdings, Inc. (the “Borrower”), the lenders
    from time to time parties thereto (the
    “Lenders”), Lehman Commercial Paper Inc., as
    administrative agent (the “Administrative
    Agent”) and the other parties named therein.



 




    W I T
    N E S S E T
    H:



 



    WHEREAS, the Borrower, the Lenders and the Administrative Agent
    are parties to the Credit Agreement;



 



    WHEREAS, the Borrower has requested that the Lenders amend
    certain provisions in the Credit Agreement in the manner
    provided for herein; and



 



    WHEREAS, the Administrative Agent and the Required Lenders are
    willing to agree to the requested amendments subject to the
    provisions of this Amendment;



 



    NOW, THEREFORE, in consideration of the premises contained
    herein, the parties hereto agree as follows:



 



    1. Defined Terms.  Unless otherwise
    defined herein, terms which are defined in the Credit Agreement
    and used herein as defined terms are so used as so defined.



 



    2. Amendments to Section 1.1
    (Definitions).  (a) The definition of
    “Consolidated EBITDA” in Section 1.1 of the
    Credit Agreement is hereby amended as follows:



 



    (i) by relettering existing subclause (f) in the
    additions to Consolidated EBITDA as new subclause (h);



 



    (ii) by inserting the following new subclauses (f) and
    (g) in the additions to Consolidated EBITDA:



 



    ‘‘(f) any non-cash expenses or losses under
    FAS 133 resulting from the net change in the fair market
    value of Hedge Agreements during such period, (g) losses
    resulting from the termination of ethanol-related Hedge
    Agreements during such period; provided that the
    aggregate amount of all such losses under this
    subclause (g) permitted to be included in Consolidated
    EBITDA shall not exceed $7,000,000 during the term of this
    Agreement”;



 



    (iii) by relettering existing subclauses (c), (d) and
    (e) in the subtractions from Consolidated EBITDA as new
    subclauses (d), (e) and (f), respectively; and



 



    (iv) by inserting the following new subclause (c) in
    the subtractions from Consolidated EBITDA:



 



    “(c) any non-cash gains under FAS 133 resulting from
    the net change in the fair market value of Hedge
    Agreements,”.



 



    (b) Section 1.1 of the Credit Agreement is hereby
    amended by inserting the following new definition of
    “FAS 133” in appropriate alphabetical order:



 



    “FAS 133”: Statement of Financial
    Accounting Standards No. 133.



 



    3. Amendment to Section 6.1 (Financial Condition
    Covenants — Consolidated Leverage
    Ratio).  Section 6.1 of the Credit
    Agreement is hereby amended by adding the following proviso at
    the end of the final sentence thereof:



 



    “; provided that notwithstanding the foregoing
    ratio, for the four consecutive fiscal quarter periods ending on
    June 30, 2008 and September 30, 2008, the Borrower
    shall be in compliance with













 






    this Section 6.1 to the extent that the Consolidated Leverage
    Ratio as of the last day of such periods does not exceed 3.90 to
    1.00 and 3.70 to 1.00, respectively”.



 



    4. Representations and
    Warranties.  On and as of the date hereof and
    after giving effect to this Amendment, the Borrower hereby
    confirms, that the representations and warranties set forth in
    Section 3 of the Credit Agreement are true and correct in
    all material respects (if not qualified as to materiality or
    Material Adverse Effect) or in any respect (if so qualified).



 



    5. Effectiveness of
    Amendment.  This Amendment shall become
    effective as of the date first written above upon of
    satisfaction of the following conditions:



 



    (a) receipt by the Administrative Agent of counterparts of
    this Amendment duly executed by the Borrower and the Required
    Lenders; and



 



    (b) receipt by the Administrative Agent of a consent fee
    for the account of each Lender consenting to this Amendment by
    5:00 P.M. (New York City time) on June 30, 2008, in an
    amount equal to 0.50% of each such Lender’s outstanding
    Term Loans.



 



    6. Continuing Effect; No Other Amendments or
    Consents.  Except as expressly provided
    herein, all of the terms and provisions of the Credit Agreement
    are and shall remain in full force and effect. The amendments
    provided for herein are limited to the specific subsection of
    the Credit Agreement specified herein and shall not constitute a
    consent, waiver or amendment of, or an indication of the
    Administrative Agent’s or the Lenders’ willingness to
    consent to any action requiring consent under any other
    provisions of the Credit Agreement or the same subsection for
    any other date or time period.



 



    7. Expenses.  The Borrower agrees
    to pay and reimburse the Administrative Agent for all its
    reasonable costs and out-of-pocket expenses incurred in
    connection with the preparation and delivery of this Amendment,
    including, without limitation, the reasonable fees and
    disbursements of counsel to the Administrative Agent.



 



    8. Counterparts.  This Amendment
    may be executed in any number of counterparts by the parties
    hereto (including by facsimile transmission), each of which
    counterparts when so executed shall be an original, but all the
    counterparts shall together constitute one and the same
    instrument.



 



    9. GOVERNING LAW.  THIS AMENDMENT
    SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN
    ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.













 






    IN WITNESS WHEREOF, the parties hereto have caused this
    Amendment to be duly executed by their respective authorized
    officers as of the day and year first above written.



 



    DELEK US HOLDINGS, INC.



 


			
	 	    by: 
	
    /s/  Edward
    Morgan









    Name:     Edward Morgan



			
	 	    Title: 
	
    Chief Financial Officer









 


			
	 	    by: 
	
    /s/  Joane
    Walker









    Name:     Joane Walker



			
	 	    Title: 
	
    V.P. and Chief Accounting Officer




 



    LEHMAN COMMERCIAL PAPER INC., as




    Administrative Agent and as a Lender



 


			
	 	    by: 
	
    /s/  Ritam
    Bhalla









    Name:     Ritam Bhalla



			
	 	    Title: 
	
    Authorized Signatory




 



    JPMORGAN CHASE BANK, N.A., as a Lender



 


			
	 	    by: 
	
    /s/  Steven
    G. Sutton









    Name:     Steven G. Sutton



			
	 	    Title: 
	
    Division Manager